** **

**Exhibit 10.2.1**

 

**Pursuant to 17 CFR240.24b-2, confidential information has been omitted in places marked “[***]”and has been filed separately with the Securities and Exchange Commissionpursuant to a Confidential Treatment Application filed with the Commission.**

 
| **Amendment No. 46(CA) Rev. 1** | ** **         | **Date: June 1, 2005** |
|--------------------------------------|--------------------|-----------------------------|
| **SOW:**                             | **ý No** | ** **                  | ** ** |
| ** **                           | **o Yes**     | ** **                  | ** ** |

 

****

 

**AMENDMENTTOCONTRACTOR SERVICES AGREEMENTFORNUMBERING ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM ANNUAL UPDATE TO CONVERSION FACTORFOR THE PERIOD JUNE 1, 2005 TO MAY 31, 2006**

 

1

----

 

# **AMENDMENTTOCONTRACTOR SERVICES AGREEMENT FOR NUMBERING ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM**

# ** **

**Annual Update toConversion Factor**

 

**For the Period June 1,2005 to May 31, 2006**

 

## **1.**                                      PARTIES

## ** **

This Revision 1 (“Revision”) of AmendmentNumber 46 ( “Amendment 46”) is entered into pursuant to Article 30 of, andupon execution shall be a part of, the Contractor Services Agreement for NumberPortability Administration Center/Service Management System (the “MasterAgreement”) by and between NeuStar, Inc., a Delaware corporation (“Contractor”)and the Canadian LNP Consortium, Inc., a corporation incorporated underthe laws of Canada (the “Customer”).

 

## **2.**                                      EFFECTIVENESS

## ** **

This Revision shall be effective as of the 1stday of June 2005 (the “Revision Effective Date”) only upon execution ofthis Revision by Contractor and Customer. The number in the upper left-hand corner refers to this Revision.  Undefined capitalized terms used herein shallhave the meanings ascribed by the Master Agreement.

 

## **3.**                                      ANNUAL UPDATE

## ** **

Pursuant to that certain Amending Agreement,effective March 31, 2003 (the “Amending Agreement”), of the MasterAgreement, Contractor and Customer agreed to specify all amounts chargeable,payable, or to be credited under the Master Agreement, including, for greatercertainty and without limitation, amounts listed in Exhibit E, Exhibit Gand amounts under or pursuant to any Statement of Work and any PerformanceCredits, in Canadian dollars, but except as otherwise provided in the AmendingAgreement.  For the period June 1,2003 to May 31, 2004, each such dollar amount, was initially convertedfrom its U.S. dollar amount into Canadian dollars by multiplying each suchamount by a conversion factor equal to 1.5723.

 

In accordance with the terms of the AmendingAgreement, effective on each anniversary of the Amending Agreement, theconversion factor set forth above is recomputed based on the average of theexchange rates for each of the last five (5) Business Days in the month ofApril immediately preceding the applicable anniversary of the AmendingAgreement’s effective date, as published in the Key Currency Cross Rates columnof the Wall Street Journal.  Inaccordance with the terms and conditions of the Amending Agreement, theconversion factor for the period of June 1, 2004 to May 31, 2005 wascalculated to equal 1.3612, as reflected in Amendment 46.

 

2

----

 

In accordance with the terms and conditionsof the Amending Agreement, the conversion factor for the period of June 1,2005 to May 31, 2006 was calculated to equal 1.2484.

 

Finally, as a result of the requirements inStatement of Work 40 (VPN Access to NPAC/SMS for LTI Users), the entry underItem No. 1 (Monthly Charges) in Schedule 1 (Service Element Fees UnitPricing) of Exhibit E to the Master Agreement, whose Service Element isstyled “Dial-Up Port to NPAC network”, is hereby deleted in its entirety.

 

## **4.**                                      AMENDMENT AND RESTATEMENT

## ** **

Effective on the Revision Effective Date, andthroughout the Initial Term, the parties hereby amend and restate Exhibit Eand Exhibit G to the Master Agreement and Article 16 of the MasterAgreement in their entirety to reflect all amounts chargeable, payable, or tobe credited under the Master Agreement in Canadian dollars based on theconversion factor set forth in Article 3 above (attached hereto asAttachments 1, 2 and 3, respectively). Notwithstanding the foregoing, except when and as otherwise expresslyprovided by a written agreement between Contractor and Customer, and subject tothe reservation in Article 5 below, any amended and restated documentattached hereto is intended for information purposes only.

 

## **5.**                                      RESERVATION

## ** **

The rights and obligations of the partieswith respect to the calculation and application of a conversion factor aredefined in the Master Agreement, as amended by the Amending Agreement.  It is the intent of the parties that neitherparty will be prejudiced by any errors or mistakes in calculating anyconversion factor or by the application of any conversion factor.  Upon the discovery of any such error ormistake, the parties will promptly and in good faith issue a correction; e.g.,by issuing a revised Statement of Work.

 

## **6.**                                      COMPLETION AND ACCEPTANCE CRITERIA

## ** **

The following internal documents areapplicable to the Additional Services contemplated under this Revision:

 
| N/A |   | Functional Requirements Specifications    |
|-----|--------|-------------------------------------------|
| N/A |   | Requirements Traceability Matrix          |
| N/A |   | External Design                           |
| N/A |   | System Design                             |
| N/A |   | Detailed Design                           |
| N/A |   | Integration Test Plan                     |
| N/A |   | System Test Plan                          |
| N/A |   | Software Quality Assurance Program Report |
| N/A |   | User Documentation                        |
| N/A |   | Software Configuration Management Plan    |
| N/A |   | Standards and Metrics                     |

 

3

----

 

## **7.**                                      IMPACTS ON MASTER AGREEMENT.

## ** **

The following portions of the MasterAgreement are impacted by this Revision:

 
| ý |   | Master Agreement                                             |
|--------|--------|--------------------------------------------------------------|
| None   |   | Exhibit B Functional Requirements Specification         |
| None   |   | Exhibit C Interoperable Interface Specification         |
| ý |   | Exhibit E Pricing Schedules                             |
| None   |   | Exhibit F Project Plan and Test Schedule                |
| ý |   | Exhibit G Service Level Requirements                    |
| None   |   | Exhibit H Reporting and Monitoring Requirements         |
| None   |   | Exhibit I Key Personnel                                 |
| None   |   | Exhibit J User Agreement Form                           |
| None   |   | Exhibit K External Design                               |
| None   |   | Exhibit L Infrastructure/Hardware                       |
| None   |   | Exhibit M Software Escrow Agreement                     |
| None   |   | Exhibit N System Performance Plan for NPAC/SMS Services |
| None   |   | Exhibit O Statement of Work Cost Principles             |

 

## **8.**                                      MISCELLANEOUS.

## ** **

### 8.1                                 Continuation of Master Agreement and UserAgreement.

###  

Except as specifically modified and amendedhereby, all the provisions of the Master Agreement and the User Agreementsentered into with respect thereto, and all exhibits and schedules thereto,shall remain unaltered and in full force and effect in accordance with theirterms.  From and after the date hereof,any reference in either the Master Agreement to itself and any Article, Section orsubsections thereof or to any Exhibit thereto, or in any User Agreement toitself or to the Master Agreement and applicable to any time from and after thedate hereof, shall be deemed to be a reference to such agreement, Article,Section, subsection or Exhibit as modified and amended by thisRevision.  From and after the RevisionEffective Date, this Revision shall be a part of the Master Agreement and, assuch, shall be subject to the terms and conditions therein.

 

### 8.2                                 Counterparts.

###  

This Revision may be executed in two or morecounterparts and by different parties hereto in separate counterparts, with thesame effect as if all parties had signed the same document.  All such counterparts shall be deemed anoriginal, shall be construed together and shall constitute one and the sameinstrument.

 

### 8.3                                 Entire Agreement.

###  

This Revision sets forth the entireunderstanding between the Parties with regard to the subject matter hereof andsupersedes any prior or contemporaneous agreement, discussions, negotiations orrepresentations between the Parties, whether written or oral, with respectthereto.

 

4

----

 

**[THIS SPACEINTENTIONALLY LEFT BLANK]**

 

5

----

 

IN WITNESS WHEREOF, the undersigned haveexecuted and delivered this Revision 1 to Amendment No. 46:

 
| **CONTRACTOR:** | **NeuStar, Inc.**                  | ** ** |   |
|-----------------|-----------------------------------------|------------|--------|
|            |                                    |
| By:             |                                    |       |
|            |                                    |
| Its:            |                                    |       |
|            |                                    |
| Date:           |                                    |       |
|            |                                    |
| **CUSTOMER:**   | **Canadian LNP  Consortium, Inc.** |       |
|            |                                    |
| By:             |                                    |       |
|            |                                    |
| Its:            |                                    |       |
|            |                                    |
| Date:           |                                    |       |
|                 |                                         |            |        |  |  |  |  |

 

6

----

 

# **ATTACHMENT1TOREVISION 1 TO AMENDMENT NO. 46(CA)**

# ** **

# **Amended and Restated Exhibit Eto Master Agreement**

 

7

----

 

# **EXHIBIT E**

# ** **

# **PRICINGSCHEDULES**

# ** **

# **NPAC/SMSSERVICES**

 

This amendedand restated document is intended for information purposes only.  The rights and obligations of the parties aredefined in the Contractor Services Agreement dated May 19, 1998, asamended by the Canadian NPAC/SMS Contractor Services Agreement AmendingAgreement, dated March 31, 2003.  Exhibit Eupdated effective June 1, 2005.

 

----

 

# **PRICINGSCHEDULES**

# ** **

The following schedules set forth the pricesat which Contractor will be compensated for rendering the Services under theAgreement.  A general description ofthese charges and the methods of billing therefor are set forth in Section 6of the Agreement.  See Agreement forother applicable charges.

 

Notwithstanding anything in the Agreement tothe contrary: (a) all amounts chargeable, payable, or to be credited underthe Agreement, including, for greater certainty and without limitation, amountslisted in Exhibit E, Exhibit G and amounts under or pursuant to anyStatement of Work and any Performance Credits, shall be in Canadian dollars;and (b) all amounts described in subparagraph (a)immediately above,excluding the amount set forth in Sections 20.1(iv) (which amount shallcontinue to be denominated in US dollars) and 20.4(iv) (which amount shallcontinue to be denominated in Canadian dollars as set forth below), will beadjusted as follows:

 

(I)                                    effective on theEffective Date, for the period June 1, 2003 to May 31, 2004, eachsuch dollar amount, shall be converted from its U.S. dollar amount, as suchamounts appear in the Agreement immediately prior to the Effective Date (otherthan such of those amounts expressly amended by an Amending Agreement betweenContractor and Customer, dated March 31, 2003, which amended amounts shallbe utilized for the purposes of the conversion described herein) into Canadiandollars by multiplying each such amount by the number 1.5723; and

 

(II)                                effective on eachanniversary of the Effective Date, each such dollar amount shall be convertedfrom its U.S. dollar amount, as such U.S. dollar amounts appear in theAgreement immediately prior to the Effective Date (other than such of thoseamounts expressly amended by an Amending Agreement between Contractor andCustomer, dated March 31, 2003, which amended amounts shall be utilizedfor the purposes of the conversion described herein), into Canadian dollars bymultiplying each such amount by the average of the exchange rates for each ofthe last five (5) Business Days in the month of April immediatelypreceding the applicable anniversary of the Effective Date, as published in theKey Currency Cross Rates column of the Wall Street Journal.

 

Effective on the Effective Date, and throughoutthe Initial Term, the dollar amount set forth in Section 20.4  will be adjusted by multiplying such dollaramount by the number 1.0000.

 

Within fifteen (15) days following the lastBusiness Day in April of each year, the parties shall amend and restate Exhibit E,Exhibit G, and Article 16 in their entirety, to reflect all dollaramounts in Canadian dollars based on the applicable exchange rate.

 

The exchange rate determined at the June 1,2005 anniversary is 1.2484.

 

E-1

----

 

# **Schedule 1**

# ** **

# **ServiceElement Fees/Unit Pricing**

 
| **Category** | ** ** | **Service Element** | ** ** | **Unit**   | ** ** | **Price  U.S.  Dollars** | ** **                | **Price  Canadian  Dollars** |
|--------------|------------|---------------------|------------|------------|------------|--------------------------|---------------------------|------------------------------|
| [* * *]      | ** ** | ** **          | ** ** | ** ** | ** ** | ** **               | ** **                | ** **                   |
|         |       | [* * *]             | (1)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             | (1)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             |       | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             |       | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             |       | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             |       | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
| [* * *]      | ** ** | ** **          | ** ** | ** ** | ** ** | ** **               | ** **                | ** **                   |
|         |       | [* * *]             | (3)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             | (4)        | [* * *]    |       | $                        | [* * *]  [* * *]  [* * *] |                         | $ | [* * *]  [* * *]  [* * *] |
|         |       | [* * *]             |       | [* * *]    |       | [* * *]                  |                      | [* * *]                      |
|         |       |                |       |       |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             | (5)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       |                |       |       |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             | (6)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             | (7)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             |       | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
| [* * *]      | ** ** | ** **          | ** ** | ** ** | ** ** | ** **               | ** **                | ** **                   |
|         |       | [* * *]             | (8)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|         |       | [* * *]             | (9)        | [* * *]    |       | $                        | [* * *]                   |                         | $ | [* * *] |
|              |            |                     |            |            |            |                          |                           |                              |  |  |  |

# ** **

# **Schedule 2**

# ** **

# **TrainingCharges**

 
| **Service Element**              | ** ** | **Unit** | ** ** | **Price  U.S.  Dollars** | ** ** | **Price  Canadian  Dollars** |
|----------------------------------|------------|----------|------------|--------------------------|------------|------------------------------|
| [* * *]* [*  * *]                |       | [* * *]  |       | $                        | [* * *]    |                         | $ | [* * *] |
| [* * *]* [*  * *] (10) (11) |       | [* * *]  |       | $                        | [* * *]    |                         | $ | [* * *] |

 

----

*  Training consists of LTI User Traininglasting 8 to 12 hours.

 

E-2

----

 

# **Schedule 3**

# ** **

# **InteroperabilityTesting ***

 
| **Category & Service  Element** | ** ** | **Unit** | ** ** | **Price** | ** ** | **Price Canadian  Dollars** |
|------------------------------------------|------------|----------|------------|-----------|------------|-----------------------------|
| [* * *]                                  |       |     |       |      |       |                        |
| [* * *]                                  |       | [* * *]  |       | $         | [* * *]    |                        | $ | [* * *] |
| [* * *]                                  |       | [* * *]  |       | $         | [* * *]    |                        | $ | [* * *] |
| [* * *]                                  |       |     |       |      |       |                        |
| [* * *]                                  |       | [* * *]  |       | $         | [* * *]    |                        | $ | [* * *] |
| [* * *]                                  |       | [* * *]  |       | $         | [* * *]    |                        | $ | [* * *] |

 

----

*                                         [* * *]

(1)                                  Monthlyport charges [* * *]

(2)                                  Reserved

(3)                                  [** *]

(4)                                  TheTN Porting Event [* * *]

The TN Porting Event [* **]

(5)                                  AnAd Hoc Report [* * *]

(6)                                  [** *]

(7)                                  [** *]

(8)                                  Theone-time Log-on ID [* * *]

(9)                                  TheMechanized Interface [* * *]

(10)                            [* **]

(11)                            [* **]

 

E-3

----

 

# **ATTACHMENT2TOREVISION 1 TO AMENDMENT NO. 46(CA)**

# ** **

# **Amended and Restated Exhibit Gto Master Agreement**

 

8

----

 

# **EXHIBIT G**

# ** **

# **SERVICE LEVEL REQUIREMENTS**

# ** **

# **NPAC/SMS**

 
| **No.** | ** ** | **Procedure**                              | ** ** | **Service Commitment Level**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Service Affecting/  Non-Service Affecting** | ** ** | **Performance Credit US  Dollars**                                                                                                                                                                                                                              | ** ** | **Performance Credit  Canadian Dollars**                                                                                                                                                                                                                       | ** ** | **Report  Frequency and  Performance Credit  Calculation Interval** |
|---------|------------|--------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|
| 1.      |       | Service Availability (Customer)            |       | Maintain a 99.9% minimum Service Availability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | Service Affecting                             |       | >99.85% but <99.90%:  $[* * *];  >99.80% but <99.85%:  $[* * *];  >99.75% but <99.80%:  $[* * *];  >99.70% but <99.75%:  $[* * *];  >99.65% but <99.70%:  $[* * *];  > 99.60% but <99.65%:  $[* * *];  <99.60%: $[* * *] |       | >99.85% but <99.90%:  $[* * *];  >99.80% but <99.85%:  $[* * *];  >99.75% but <99.80%:  $[* * *];  >99.70% but <99.75%:  $[* * *];  >99.65% but <99.70%:  $[* * *];  >99.60% but <99.65%:  $[* * *];  <99.60%: $[* * *] |       | Monthly                                                             |
|    |       |                                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                          |       |                                                                                                                                                                                                                                                            |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 2.      |       | Scheduled Service Unavailability(Customer) |       | Scheduled Service Unavailability will be equal to or  less than 20 hours per calendar quarter, or such longer period otherwise  agreed to by the Parties, provided that such twenty (20) hour period (each, a  “20 Hour Period”) shall not include time reasonably required for release  implementations, data rebuilds, and other non-routine tasks (the time for  which shall be agreed to on a case by case basis). Contractor shall, not less  than ten (10) business days prior to, and not less than four (4) business  days after, each Scheduled Service Unavailability event, provide to Customer  a request for maintenance and report, respectively, both in the form of Annex  A attached to this Exhibit G. Contractor shall not proceed with the  proposed Scheduled Service Unavailability unless it has received prior  written approval (e-mail is acceptable) from Customer for its request for  maintenance, which approval shall not be unreasonably withheld. For greater  certainty, for any Scheduled Service Unavailability in excess of 20 hours in  each 20 Hour Period, Customer shall be entitled to enforce all remedies  available to it, including without limitation Performance Credits as set  forth in this SLR 2. No Scheduled Service Unavailability event shall exceed  ten (10) hours. Each such event shall be scheduled in advance and shall  be coordinated with each User’s maintenance schedule. |       | Service Affecting                             |       | $[* * *] for each hour or portion thereof in excess  of approved Scheduled Service Unavailability or such longer period otherwise  agreed to by the Parties                                                                                                     |       | $[* * *] for each hour or portion thereof in excess  of approved Scheduled Service Unavailability or such longer period otherwise  agreed to by the Parties                                                                                                    |       | Monthly                                                             |

 

----

 
| **No.** | ** ** | **Procedure**                                           | ** ** | **Service Commitment Level**                                                                                                                                                                  | ** ** | **Service Affecting/  Non-Service Affecting** | ** ** | **Performance Credit US  Dollars**                                                                                                                                                                                                                             | ** ** | **Performance Credit  Canadian Dollars**                                                                                                                                                                                                                       | ** ** | **Report  Frequency and  Performance Credit  Calculation Interval** |
|---------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|
| 3.      |       | SOA/LSMS Acknowledge- ment Response Times (Customer)    |       | Response time (i.e., means NPAC processing time) for  95% of the responses will be equal to or less than 3 seconds, except for  miscellaneous transactions, such as queries, audits and edits |       | Service Affecting                             |       | $[* * *]                                                                                                                                                                                                                                                       |       | [* * *]                                                                                                                                                                                                                                                        |       | Monthly                                                             |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 4.      |       | LSMS Broadcast Time (Customer)                          |       | A mean time maximum of 60 seconds from activation to  broadcast                                                                                                                               |       | Service Affecting                             |       | $[* * *]                                                                                                                                                                                                                                                       |       | $[* * *]                                                                                                                                                                                                                                                       |       | Monthly                                                             |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 5.      |       | SOA to NPAC Interface Transaction Rates (Customer)      |       | Maintain a minimum of 2 transactions per second per  User SOA for 95% of the transactions.                                                                                                    |       | Service Affecting                             |       | $[* * *]                                                                                                                                                                                                                                                       |       | $[* * *]                                                                                                                                                                                                                                                       |       | Monthly                                                             |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 6.      |       | NPAC to LSMS Interface Transaction Rates (Customer)     |       | Maintain a minimum of 10 transactions per second per  User LSMS for 95% of the transactions (excluding the impact of delays caused  by Users)                                                 |       | Service Affecting                             |       | $[* * *]                                                                                                                                                                                                                                                       |       | $[* * *]                                                                                                                                                                                                                                                       |       | Monthly                                                             |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 7.      |       | SOA/LSMS Interface Availability (User)                  |       | Maintain an Interface Availability at a minimum of  99.9%                                                                                                                                     |       | Service Affecting                             |       | >99.85% but <99.90%:  $[* * *];  >99.80% but <99.85%:  $[* * *];  >99.75% but <99.80%:  $[* * *];  >99.70% but <99.75%:  $[* * *];  >99.65% but <99.70%:  $[* * *];  >99.60% but <99.65%:  $[* * *];  <99.60%: $[* * *] |       | >99.85% but <99.90%:  $[* * *];  >99.80% but <99.85%:  $[* * *];  >99.75% but <99.80%:  $[* * *];  >99.70% but <99.75%:  $[* * *];  >99.65% but <99.70%:  $[* * *];  >99.60% but <99.65%:  $[* * *];  <99.60%: $[* * *] |       | Monthly                                                             |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 8.      |       | Unscheduled Backup Cutover time (Customer)              |       | A maximum of 10 minutes to cutover to the backup site                                                                                                                                         |       | Service Affecting                             |       | $[* * *]                                                                                                                                                                                                                                                       |       | $[* * *]                                                                                                                                                                                                                                                       |       | Per Event                                                           |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 9.      |       | NPAC/SMS Partial Disaster Restoral Interval  (Customer) |       | Partial restoration will be equal to or less than 24  hours (Partial restoration meaning the capability of receiving, processing  and broadcasting updates)                                   |       | Service Affecting                             |       | $[* * *] for each day or portion thereof in excess of  24 hours                                                                                                                                                                                                |       | $[* * *] for each day or portion thereof in excess of  24 hours                                                                                                                                                                                                |       | Per Event                                                           |
|    |       |                                                    |       |                                                                                                                                                                                          |       |                                          |       |                                                                                                                                                                                                                                                           |       |                                                                                                                                                                                                                                                           |       |                                                                |
| 10.     |       | NPAC/SMS Full Disaster Restoral (Customer)              |       | Full restoration will occur at a maximum of 48 hours                                                                                                                                          |       | Service Affecting                             |       | $[* * *] for each day or portion thereof in excess of  24 hours                                                                                                                                                                                                |       | $[* * *] for each day or portion thereof in excess of  24 hours                                                                                                                                                                                                |       | Per Event                                                           |

 

----

 
| **No.** | ** ** | **Procedure**                                   | ** ** | **Service Commitment Level**                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **Service Affecting/  Non-Service Affecting** | ** ** | **Performance Credit US  Dollars** | ** ** | **Performance Credit  Canadian Dollars** | ** ** | **Report  Frequency and  Performance Credit  Calculation Interval** |
|---------|------------|-------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|------------------------------------|------------|------------------------------------------|------------|---------------------------------------------------------------------|
| 11.     |       | RESERVED                                        |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 12.     |       | User Problem Resolution                         |       | Minimum 80% calls during Normal Business Hours  answered by live operators within 10 seconds                                                                                                                                                                                                                                                                                                       |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Monthly                                                             |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 13.     |       | RESERVED                                        |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 14.     |       | User Problem Resolution                         |       | 99.0% callback within 30 minutes for requests made  during other than Normal Business Hours                                                                                                                                                                                                                                                                                                        |       | Non Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Monthly                                                             |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 15.     |       | User Problem Resolution                         |       | A minimum of 99.5% of all commitments to get back to  the User after the initial contact will be met                                                                                                                                                                                                                                                                                               |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Monthly                                                             |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 16.     |       | RESERVED                                        |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 17.     |       | RESERVED                                        |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 18.     |       | System Security                                 |       | Monitor and record unauthorized system access                                                                                                                                                                                                                                                                                                                                                      |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Per Event                                                           |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 19.     |       | System Security                                 |       | Remedy logon security permission errors immediately  after User notification                                                                                                                                                                                                                                                                                                                       |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Per Event                                                           |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 20.     |       | RESERVED                                        |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 21.     |       | Scheduled Service Unavailability Notification   |       | Notice of Scheduled Service Unavailability for  routine maintenance of NPAC/SMS to be given a minimum of 2 weeks in advance.   Notice of Scheduled Service Unavailability for non-routine maintenance of NPAC/SMS  to be given as follows:  •  During Normal Business Hours - a  minimum of 7 days in advance  •During Non-Normal Business Hours - a minimum of 24 hours in advance |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Per Event                                                           |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 22.     |       | Unscheduled Service Unavailability Notification |       | Notify User within 15 minutes of detection of an  occurrence of unscheduled Service Unavailability                                                                                                                                                                                                                                                                                                 |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Per Event                                                           |
|    |       |                                            |       |                                                                                                                                                                                                                                                                                                                                                                                               |       |                                          |       |                               |       |                                     |       |                                                                |
| 23.     |       | Unscheduled Service Unavailability Notification |       | Provide 30-minute updates of NPAC status following an  occurrence of unscheduled Service Unavailability through recorded  announcement and client bulletins                                                                                                                                                                                                                                        |       | Non-Service Affecting                         |       | [* * *]                            |       | [* * *]                                  |       | Per Event                                                           |

 

----

 
| **No.** | ** ** | **Procedure** | ** ** | **Service Commitment Level** | ** ** | **Service Affecting/  Non-Service Affecting** | ** ** | **Performance Credit US  Dollars** | ** ** | **Performance Credit  Canadian Dollars** | ** ** | **Report  Frequency and  Performance Credit  Calculation Interval** |
|---------|------------|---------------|------------|------------------------------|------------|-----------------------------------------------|------------|------------------------------------|------------|------------------------------------------|------------|---------------------------------------------------------------------|
| 24.     |       | RESERVED      |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |          |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |
| 25.     |       | RESERVED      |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |          |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |
| 26      |       | RESERVED      |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |
|    |       |          |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |
| 27.     |       | RESERVED      |       |                         |       |                                          |       |                               |       |                                     |       |                                                                |

 

----

 

# **ATTACHMENT3TOREVISION 1 TO AMENDMENT NO. 46(CA)**

# ** **

# **Amended and Restated Article 16of the Master Agreement**

 

9

----

 

# **ARTICLE 16 - DELAYS;PERFORMANCE CREDITS AND CORRECTIVE REPORTING; DEFAULTS; FORCE MAJEURE**

# ** **

## **16.1**                           Noticeof Delays

## ** **

Time is of the essence in Contractor’sperformance of its obligations under this Agreement.  Contractor shall promptly notify Customer inwriting of any anticipated or known delay in Contractor’s performance of anobligation by the date specified therefor, if any, in this Agreement, thereasons for the delay, and the expected duration of the delay.  In the event of any failure of Customer orUser to perform an obligation which delays or threatens to delay a scheduledperformance date of Contractor under this Agreement (“Customer/User Delay”),Contractor shall promptly notify Customer in writing of such delay orthreatened delay, and Contractor’s scheduled performance date shall be extendedday-for-day for any such actual delay of Customer or User directly affectingsuch scheduled performance date.  IfContractor fails to notify Customer of a Customer/User Delay of which Customeror the applicable User does not otherwise have a prior notice (i.e., pursuantto a Project Plan), Contractor may not use such Customer/User Delay as anexcuse for its failure to meet a scheduled performance date.

 

## **16.2**                           [Deleted]

## ** **

## **16.3**                           PerformanceCredits

## ** **

In the event that a Service Affecting Event(as defined below) shall have occurred for any reason other than the occurrenceof a Force Majeure Event or a Customer/User Delay, Contractor shall pay toCustomer or affected Users, as applicable, as “Performance Credits” (and asliquidated damages and not as a penalty) an aggregate sum equal to the amountset forth under the heading “Performance Credit Amount” for each such ServiceAffecting Event, as set forth in Exhibit G; provided, however, that in noevent shall the annual aggregate amount of Performance Credits exceed CA$ [* **].  For purposes hereof, a “ServiceAffecting Event” shall mean the failure of Contractor to meet a “ServiceAffecting” Service Commitment Level set forth in Exhibit G - Service LevelRequirements; provided, however, that if the same facts and circumstancesdirectly or indirectly result in the failure to meet more than one ServiceLevel, all such related failures, for purposes of calculating PerformanceCredits which shall be due in connection therewith, shall be deemed to be asingle Service Affecting Event.  [Amended]

 

In the event that a Non-Service AffectingEvent (as defined below) shall have occurred for any reason, Contractor shallnot be required to pay any Performance Credits. For each Non-Service Affecting Event, Contractor shall (i) notifyCustomer in writing of such Non-Service Affecting Event, including in suchnotification an explanation of the cause of the Non-Service Affecting Event anda detailed summary of the course of actions, if any, necessary to mitigate thelikelihood of such cause recurring and (ii) diligently pursue theidentified course of action to completion. For purposes hereof, a “Non-Service Affecting Event” shall mean thefailure of Contractor to meet one of the Service Levels other than those whichgive rise to Service Affecting Events.

 

----

 

## **16.4**                           Allocationof Damages Among Users

## ** **

The aggregate amount of accrued liquidateddamages under Section 16.3 above shall be allocated among Users asdirected by Customer and credited against the next succeeding monthly billingto such Users for Services or, in the event Customer terminates this Agreementas a result of any such failure, shall be allocated and credited in the samemanner, with the balance, if any, remaining after applying said amounts againstany final billings to be paid to such Users by Contractor.  Liquidated damages shall be considered ascompensation for direct damages for the delay suffered by the Users other thanthose specified in Section 19.1(g) and Contractor shall remain liablefor any of the direct damages specified in Section 19.1(g). [Amended]

 

## **16.5**                           ContractorDefaults

## ** **

Contractor shall be in default (“Default”)under this Agreement if Contractor shall:

 

(a)                                  chronically fail toprovide the Canadian NPAC/SMS at one or more of the “Service Affecting” ServiceLevels, which failure is evidenced by recurring events of the same or similarnature that are indicative of a systemic problem and which either have beenunaffected by Contractor’s repeated cure efforts, if any, or are reasonablyunlikely to be cured with Contractor’s diligent efforts over a reasonableperiod, which in any event shall be no less than 30 days; or  [Amended]

 

(b)                                 fail to perform any ofits other material obligations, i.e., material breach, under this Agreement(including the obligations referred to in Section 21.3, but excluding theobligations referred to in Section 16.5(a) above) and such failurecontinues for a period of 30 days following receipt of written notice of suchfailure from Customer; provided, however, that where such failure (other thanwith respect to a payment obligation) cannot reasonably be cured within such 30day period, so long as Contractor is diligently pursuing such cure, the timefor curing such failure shall be extended for such period as may be necessaryfor Contractor to complete such cure.

 

Upon any Default hereunder by Contractor,Customer may, subject to Articles 19 and 26 hereof, pursue any legal remediesit may have under applicable law or principles of equity.

 

## **16.6**                           ForceMajeure

## ** **

Any failure or delay by Customer, a User or Contractorin the performance of its obligations under this Agreement shall not be deemeda Default of this Agreement to the extent such failure or delay is directly orindirectly caused by fire, flood, earthquake, elements of nature or acts ofGod, acts of war, terrorism, riots, civil disorders, rebellions or revolutionsin the United States or Canada, court order, or the occurrence of a ForceMajeure Event (as otherwise defined herein) affecting the non-performing Party’sfirst-tier suppliers, subcontractors or agents (i.e.,not subcontractors ofsubcontractors), or any other similar cause beyond the reasonable control ofsuch Party and without the fault or negligence of such Party and which cannotbe reasonably circumvented by the non-performing Party through the use ofalternate sources, workaround plans or other means (each, a “Force MajeureEvent”).  Notwithstanding the foregoing,any

 

----

 

failure or delay by Contractor which resultsfrom Contractor’s failure to comply with a requirement of this Agreement intendedto prevent such a failure shall not be considered subject to this Article.

 

Notwithstanding the foregoing, Contractor’sliability for loss or damage to Customer’s material in Contractor’s possessionor control shall not be modified by this clause.

 

ws51D.tmp

 

----